Billionaire Guardian
by Jpg83
Summary: Peter Parker has never had the best of luck, but what happens when the Genius Orphan child loses not only his Uncle but his Aunt as well? Including a SuperSmart!Peter and is much darker than current Marvel Canon. This is an AU about Peter losing everything but also being much more resourceful. Our favorite hero must face Michelle Jones and being a Super-Hero. Language & Violence
1. Well, this is just Peter Parker Luck

The sound of his parents' screams as the plane began to shake was the last thing he could remember before a deafening bang.

The glint of metal in the darkness of the night was enough to cause the child to pause as he woke up. He felt a tightness against his chest and thought he might have a concussion from the whiplash of the landing. His head was spinning, but he felt the warm wetness seep down his back.

But that was not what he had worried about.

After getting out of his seat, the boy trudged through the wreckage in search of his family.

A splattered crimson in the dark hours of the night was what he saw when he came across their corpses.

Ozone and Iron were the main scents which he could tell from the air. There was also the scent of burning and he, for some reason, recognized the unpleasant smell of death.

He felt as if he could have done something, anything at all to stop what had just gone down. But he didn't know what he could have and he didn't, so his parents were now dead.

Richard had tried to ensure his son was buckled while Mary had given the boy a reassuring smile. But that was all gone now, the plane crash had taken them both, stolen them from him.

The SHIELD Scientists had both died immediately in the crash.

The poor boy, still strapped into his plane seat felt the cold of the Siberian Mountains. The boy had seen on a map that they had been flying over Klyuchevskoy (Ключевской) in Kamchatka. They had been assigned to go over to Moscow and look over a project in Russia.

They had gotten permission to bring along their Five-Year-Old little boy, as well. And the child was excited because he loved science and wanted to finally get to see some of his parents' work.

But then, there was the crash.

The scientists had only wanted to let their little boy see the world, now, their son stared in shocked stillness at the corpses of both pilots and his parents

It would be three weeks before the Authorities would be able to find the site of the plane crash and that was because the Volcano was active and erupting, spewing magma and polluting the air around the site.

When they got there, they surveyed the damage only to discover the child was missing. There were foot tracks which lead away from the exploded wreckage.

The Authorities searched for Two Months before discovering the child's body. But he was not alive. In fact, he seemed to have been dead for a week already by the time they had got to him. He had cuts, bruises, and injuries across his body from living in the wilderness for so long. He also had a bite on his shoulder which seemed to have been from a bear. Another bite on his leg looked like it had been from a Wolf.

To the shock of the search and rescue team, they found the pelts of both animals, they had been killed by wood and stone weapons.

The child looked ragged, he had a large amount of scar tissue and even more cuts, but the worst of all was an extremely long scar which tore down his back. When the doctor decided the date of injury, he guessed it was actually from the crash which had been healed over the time the boy had been lost. But he also had many other injuries. Broken bones, collapsed lungs, malnutrition, starvation, thirst, almost a dozen sicknesses, and his body was found completely frozen.

The team sullenly brought the child back to their camp and was preparing him for burial when the doctor screamed out that the child had somehow thawed out and his heart started again.

Throwing him beside the fire and putting as many logs on it as possible, the child managed to come back to life.

His Birthday had passed, so the now Six-Year-Old gasped when he came into conciousness and looked around wildly.

The main doctor tried to calm him down in broken English, but it turned out the boy had learned Russian for his trip with his parents. The team was all worried and confused about how the child survived, but the kid seemed more in need of their satalite phone than anything. When the Team Commander gave him the phone, the first thing he did was call his Uncle and Aunt's home.

After three rings, the woman picked up and all three of the New Yorkers broke into tears as they talked. The child's tears were a lot fewer because of his lack of liquids, but he spoke with them while the team was giving him food and drink, so he felt much better than he had in ages.

Once he returned to America, he was taken in by his Uncle and Aunt and felt like he had gained a new home.

-7777((((-))))7777-

Born August Tenth Two Thousand and One, he was now Nine Years Old. It had been a total of Three Years since he had moved into the Apartment with his Aunt and Uncle, and he had to admit that it was quite comfy.

Sure, his Aunt was horrendous when it came to cooking, and yeah, his Uncle preferred being philosophical and he only ever talked cryptically rather than giving advice that he actually understand, but Peter loved his Family more than anything. He treasured and trusted them above all else in the world.

That day, they were at the Stark Expo, Peter had created his own Helmet to mimic the Iron Man suit which had been created by his Idol.

His own model cosplay, which he had put the Apple's partial AI assistant called Siri into and his own Blasters which fired little beams of Light. He could not afford any apple products, but what he could do was dumpster dive and find a broken iPhone.

The Stark Suit was the exact opposite of the Jebbediah and Hammer Industries Suit which was autonomous. Tony Stark's Iron Man was a Super Hero while Hammer Industries were just knock offs with science implemented by a Neophyte and a Criminal in the Boy's humble opinion, and thus, he loved the Hot Rod Red and Gold Iron Man suit.

The Drones were designed by Hammer Industries and planned to be the greatest American Defense system in existence. After hearing of them, the child was a lot disappointed. Peter was in love with the idea of robotics and humans merging into one, so Autonomous robots was a major step off of the path her dreamt of.

He designed his very own helmet based off of the human-like Iron Man which May had gotten him a poster of and he did research on all types of technology which were being used on both the manned and unmanned versions of the Drones and Tony Stark's design.

He tore through the Thousands of pages of detailed information and all public information about how they worked. He then read about the much easier to understand programming of the Apple Products which he found on a Library computer and he managed to install it into his very own mechanic system in the helmet which he designed and created through his own self-made 3D Printer.

He used scrap cameras which had also been dumpster finds and the phone screen from the Apple Product to mimic a Heads Up Display which was present in the suit Stark had made.

For the blasters, he used one of Mr. Delmar's old Neon Lights and implemented them into a 3D printed Gauntlet which hid the battery pack which he had scrounged from a pair of old RC Cars he had tampered with and used the screws and springs for in one of his previous products.

The expo had gone great. He had seen so many cool things and gotten so many great ideas!

That is... until the Drones went against their programming.

In the Chaos after the Explosions, as the Gunfire thundered and the glass broke, the Drones launched and began to chase civilians and wreak havoc, Peter had gotten separated from his Aunt and Uncle and was standing at the bottom of the Stairs when a massive Hammer Industries machine landed in front of him and got ready to fire.

Then, out of nowhere, the boy heard the world famous squeal of the Repulser Beam charging. He ducked and watched in awe at the destruction caused by the blast. A perfect shot directly to the machine's torso.

Tony Stark had appeared out of literally nowhere, directly behind him and the genius destroyed the Machine which had almost killed him. Tony Stark was then cemented as the Hero, the knight in shining armor to the child.

At that moment, Peter's eardrums roared in protest and his entire body was tingling from the concussive blast released when Tony Stark had fired at the drone and defeated the giant. The blast had caused the drone in front of him to explode with a large blast which had knocked him on his butt.

"Nice Work, Kid, and that is a cool suit." The Man, Tony Stark, The Inventor, One of Earth's most intelligent people, and Peter Parker's Idol said and just disappeared, leaving a stunned little boy in his wake.

The child, his mind always intelligent and resourceful, grabbed the remains of the Drone. He dragged the hulking machine all the way to his uncles car and hid it in the trunk only to walk back to the Expo and finding his family.

He took it out that night and dragged the offending machin up to his apartment only for him to realize that his Aunt or Uncle would discover he had it. He decided to hide it in the tiny attic.

That was another major change in the boy's life, he took it home to study, rebuilding it, controlling it, and learning about how it moved and how to hack into and control it. He wanted to become a Mechanic like Anakin Skywalker or Tony Stark.

He would spend the next couple of years working on his robot and calling it his Frankenstein C3PO until he could find a better name for it. All the while, the child decided on keeping it a secret from his Uncle and Aunt who would never learn that he kept it in a hidden compartment of his room, the tiny Attic Storage Space which was poorly ventilated and worked as his workshop.

He had taken tools from Uncle Ben's Workshop and even traded some stuff that he fixed to get better or other tools he needed or sometimes fixed things for money to buy new things, but no one knew what Lil Pete from Apartment at 20 Ingram Street Six Blocks from Mr. Delmar's Deli.

Eventually, the boy's robot would take a new shape. He modeled it after War Machine and decided to keep some of the Hammer Industries Tech from it.

Slowly, the Grey drone which resembled a walking tank which had a Fifty Caliber Rifle mounted onto its shoulder became more. It was implemented with his own AI which he called Sunny. Sunny was the name of his very first Robot.

The AI program Sunny was designed after Tony Starks only he had a sense of humor and was always giving Peter suggestions or pep talks. Despite never leaving the attic, he was only designed to be Peter's assistant, so he had no desire to do anything than help the boy.

Sunny was his proudest achievement, the Drone stood Six Foot Nine and was Three Feet Wide. Completely Bullet Proof, he was equipped with the knowledge of the entire internet and was only loyal to Peter. And he was kept a complete secret from anyone.

Peter always liked working on his machines and making different things, but he didn't like to have people know about his ideas. His cramped lab and the littered room which was peppered by highly academic papers and books was the hell hole which only one with his intelligence could ever make any sense of was his safe haven and only he ever went in there.

Slowly, over the next couple of years of practical and theoretical studying, he got a better understanding of Math, Science, Engineering, Programming, and Computers the more he worked with his hands on metal.

-7777((((-))))7777-

When Peter was just Ten, he was brought to a secure location, picked up by men in suits one day after school.

They drove him in a large Chevrolet SUV and he was talked to by a woman named Mariah Hill, she was taking him to speak to "Her Boss" or so she claimed.

He was afraid, not because of the fact he was being brought in by the Government, but because he had hacked into some secure files and read emails and different projects.

It took him Thirty Minutes of speaking to Hill before he walked into the room.

Sitting behind a sleek Black desk, a Six Foot One Inch Man scowled down at him.

Being the only one in the room, Peter was nervous, he had never had good control over his Anxiety or his ADHD, and this man was testing his limits. He stared with his single eye and his cool looking suit and just waited.

"You look like a Bad-Ass version of like... A Pirate Mace Windu." Peter finally squeaked, his voice shaking from nervous excitement.

"That... Is the first time I have been addressed as such." Spoke the man in a deep voice which the Decade-old boy could only describe as bravado and cool.

"S-Sorry, it is just, I am nervous and when I get nervous I am known to just speak my mind or say or do things spontaneously... My-um-ugh My Aunt said I should take my medicine, but I don't really like taking pills. They make me sleepy and makes my vision fuzzy. They are supposed to be for my ADHD, Depression, and OCD but I don't think they work well. I don't really see the purpose of giving such things to a child, but the Doctors said that I was a special case. I argued that they might get me addicted and I really don't want to become an addict or have to be dependent on pills or narcotics. If they want to force such stuff on me they can stuff it. I think it is better for me to be a bit hyperactive than to be constantly forced down. It is like I am an animal... Oh, I am rambling. Sorry, you probably don't care about any of that, I am sorry. Oops, I already said that... You should know that I am usually much less j-jumpy. You are bad-ass. With that eye-patch and the whole leather aesthetic. I mean, you are cool. Do people ever tell you that you are intimidating? And you have this air of suspicion and intelligence which most don't hold."

"Wow... You sure went from Zero to One Hundred really quick, kid..." The man spoke "You told me so much and I don't even know your name."

"O-Oh! I am Peter Benjamin Parker." He introduced and stood up, extending his hand.

"Benjamin? Like Franklin." The man said, accepting the handshake.

"No, like my Uncle Ben." Peter felt as if his smaller one was swamped by the Giant of a Man in front of him.

"I am Nicholas Joseph Fury. I have a daughter your age, you know... And she seems just as hyper as you. One Older daughter, Two Younger, and a Son." The man paused and smirked down at the kid "But no one else knows about my family, so why don't you keep that little secret between us, my wife is dead anyway, so no need to bring it up with anyone else, right?"

"Oh, I am so sorry about your wife. She must have been cool to be married to someone as bad-ass as you." He said with the brightest smile the Director had ever seen.

"Yes... She was. Died of Cancer. I have so much power, so many agents, so many weapons, and so many geniuses working for me, yet I could do nothing but watch the woman I love perish to a disease which Humanity has yet to cure."

The boy was silent bowing his head in silence.

"Well, enough of that, let's talk about you. And the reason you are here."

"I didn't necessarily mean to break into every government in the world. I was just looking for information on my parents, Sir! I swear!" He said and the man leaned back into his chair waving his hand in the air.

"The tell me... What exactly did you do?"

"Well, first, I went with my aunt to the library to research the circumstances under which my parents died. I always remembered that despite them being scientists, they worked for your agency. SHIELD is top secret, so I guess they were kinda like spies. Then, I got to thinking that the crash might have been staged. So I looked into who would want my parents dead.

"I asked my aunt, but all she ever said was that they were researchers. I even learned Italian to call my Grandparents and ask them about what they did. After some coaxing, I found out the name of the company they worked for... SHIELD. And that they were some of the greatest inventors of their generation.

"Now, I wasn't really clear on what Researchers did at the Strategic Homeland Intervention Enforcement and Logistics Division, so I looked into it.

"I sold off some of my textbooks to some college kids and fixed up a few different servers for the IT group who couldn't figure out how to get their program just right. I got the money and I bought some old laptop parts and built my own system.

"From there, it wasn't all that hard to learn. I went through so many back doors and brought down so man firewalls it became like second nature for me to get into secret information...

"The further I dug the more I was confused. When I got to the bottom of it, I was even more confused, my parents. Mary and Richard Parker were Level Eight Classified Doctors who worked for SHIELD. They should have a full team of guards on them at all times. But they didn't. Their team consisted of still active members of SHIELD all of whom I looked into their histories. I broke into their systems, and imagine, to my surprise when I found that they were not loyal to you at all."

Nick was leaning forward now "You mean to tell me, that you found information on my agents reporting to... Other agencies behind my back and your parents' death was a setup?"

"Not just any agency, Mace Windu," The boy smirked at how the man cringed at the nickname "Hydra has infiltrated both SHIELD and the American Government. Pierce and Ross are both loyalists, along with Arnim Zola, John Garrett, Wolfgang Von Strucker, Rumlow, Grant Ward, and all of the STRIKE Team except for Agents Black Widow and Hawkeye. I mean, it is surprising how many Nazi supporters are linked to project Insight, Mace."

Fury stood up and had a deep frown on his face "You mean to tell me that you believe that your little laptop can tell who of my Agents are literally betraying me to a Third Party which was supposedly destroyed at the end of WWII?"

"Well, if you put it that way, I sound dumb, but if you would like, I can show you the emails which led me to the other people," The kid offered.

Nick produced a sleek black laptop and opened it, typed in his personal password and turned it to the boy before gesturing to it "This is my unit. A bit more sophisticated than the piece we traced you onto." Fury smirked at the boy's frown.

"Be my guest, prove to me of your so-called skills. Show me how a Ten-Year-Old child broke into not only the Pentagon, SHIELD, and the Archives of Agents. Show me the brain of a kid whose file is classified by the American Government. Show me what someone with an IQ like yours can do."

The boy began to type at a pace which Fury couldn't keep up at all. His lethe and tiny fingers glided across the keyboard as he surfed through servers and crunched numbers faster than the computers and systems which were keeping him out.

"I think I will call you One Hundred... What, with your grades, speed, and your success rate of getting into places which you don't belong... And the fact you spent exactly a Hundred Days Missing in Siberia." He said slowly.

"I-I am not a Spy if that is what you are insinuating. I am an American, born and raised. I also never meant to break into somewhere I didn't mean to be, but I wanted to learn about my parents."

"And that is what terrifies me, Kid..." Nick said, shaking his head.

Over the next Three Months, Nick Fury would go on a purge, led by a secret agent on the back burner who was advising him on who to go after. His elite hand-picked squad arrested a total of Thirty-Six Thousand Five Hundred and Six Agents, Military Personnel, Government Officials, and Civilians who were linked to Hydra and they were all tried and convicted. They even unearthed some shit on Soviet Assassins who they promptly put down and they also discovered a Frozen Winter Soldier. Bucky Barnes was brought back to life and studied and helped in a hospital for his mental care returning him to the American WWII Soldier and not the Killer for the Soviet Union.

It became known as Fury's Burning Wrath, but not a single Person in shield knew who Fury had on his side who was feeding him names and information. All anyone knew is that no one should ever doubt the information which Fury's source provided. And no one would ever go against a raging Nick Fury.

Only Hill and Coulson had ever seen the little squirt who was too adorable to have been the mastermind behind such a counter-intelligence genius. But both of them respected and thanked him for what he did and were amazed by the boy's skills.

All anyone in SHIELD or outside of the Agency knew was that Fury had a secret Benefactor and all of SHIELD came to respect Agent 100 who no one but the Top Three in SHIELD had ever seen.

-7777((((-))))7777-

It was a cool Fall night when a little boy woke up with a loud yelp as he lived through bad memories as the ghosts of past panged through his weak heart. He had heard the shots which killed his parents. He had felt the pain which had him hospitalized for days. And the boy felt the horror of being an orphan.

His aunt and uncle burst in with looks of concern and May asked "Baby, are you alright?"

"Y-Yeah, I am fine," Lied the boy convincingly "I had a dream. I don't remember it, though," He played it off casually making them believe him. He has been having these night terrors for years, remembering his past

"Okay, buddy, just making sure you were fine. I thought something had happened or someone had broken in. I thought I heard a scream." Uncle Ben claimed and Peter gave him a smile shaking his head "Nah, not from me. Perfectly safe, and there is no way someone could break in through my side. No fire escape." He said pointing at the window.

"Alright, just get some sleep, I know you must be nervous going on a field trip to Oscorp tomorrow with the rest of the class. You actually know the owner! Isn't that cool? At Twelve, you already know Billionaires! When was the last time you wrote a letter to Harry, anyway?"

"I got one from him two weeks ago. I sent one last week. I am still sad he moved. It has been two years since I have got to see him, for Pete's sake!"

"Isn't that for your sake." May joked.

Ben and Peter snorted and the pre-teen shook his head "I have been living with you for more than six years and you still have not figured out that that isn't very funny."

May put up her hands and said "Whatever you say!"

The next morning, Peter walked downstairs and ate breakfast silently when he was sent off with a brown paper bag lunch and a kiss on the forhead by his aunt and a nod from his uncle who was reading the paper.

As soon as they were on the company property he felt a wave of nervousness. He was in a professional lab! A possible future employer! He had to be on his best behavior and Peter felt stressed just signing his name on the entry form.

But after a few minutes of walking through the facilities and enjoying and understanding all of the actual science rather than the watered-down version the Adults were forced onto the middle school crowd, he felt invigorated, answering inquiries, asking questions, and interacting much more than the usual Peter did.

For a boy with Social Anxiety, his teacher was surprised he took such a naturally astute stance when speaking to the Doctors and M.D's.

"And here we have our genetic experiments." The tour guide said with a pretty smile "These spiders have all been altered in some way. Delina had strength, Funnel West can regenerate web fluid ten times faster than any other species, and the best spider of all, the Eresidae has been added with all the properties. It is truly the greatest of our genetic experiments. All Fifteen have been changed, altered, or amplified in some way to make them better. There was also a few which have been tested on for us to discover better ways to get rid of Nuclear Waste. Right now, Stark Industries is the only ones working on that, but their method only gets rid of One-Fourth of what Humans are creating annually."

"Fourteen," Peter mumbled and the Asian woman looked at him as if she had sucked on a particularly sour or bitter lemon.

"I beg your pardon?" She asked.

Peter pushed up his glasses nervously, he was feeling awkward that the attention was on him, but he pushed forward and pointed at the empty enclosure and said "If you were speaking of the Eresidae spider which is belonging to the subgroup Entelegynae in the Araneomorphae group which originated in Brazil, the spider which has blue and red marks on it, it isn't there." He indicated to space and said "I guess that the researchers must be working on it right now, huh? That is amazing. I wonder what data has been collected."

The woman glared daggers at him and he shut his mouth tight as a blonde boy named Matt who was five inches taller than him and very muscular shoved him out of the way as they began to move and whispered: "Oh you're going to get it when we get back to school, nerd." He threatened.

Flash Thompson snickered and grabbed Peter's glasses before breaking them in half and threw them in the trash before walking away after threatening the smaller boy, the bully snickered with three of his friends all the while.

The goons may have been idiots, but they had always been bigger than him, stronger than him, faster than him... And more importantly, they had numbers which forced him into a corner until he had to succumb to their bullying and beatings.

Peter cringed deeply at the threatening pair. He should be used to it, as he had been bullied since literally, he could remember, but Matt and Flash had decided that Peter was their personal punching bag... Literally. And he could do nothing to stop the boys, and sometimes girls who beat on him or made fun of him.

As they began to walk around more and look at one of the micron telescopes he felt a sharp pain in the back of his neck causing him to hiss.

It wasn't until the next morning when he hopped out of bed that he noticed anything. The scrawny, frail, nerdy looking Peter Parker was not the person who looked back at him in the mirror. In fact, he barely recognized himself. And not just because he wasn't wearing his glasses. In fact, he wasn't wearing them at all and could see much better without them than he ever had before!

He looked himself over in complete shock. He had gained a few Centimeters in height, but he was still below Five Feet tall, he had -most surprisingly- the outlines of a slim six pack, but another pair of muscles seemed like they would appear if he worked out some, and his arms were amazingly defined. But the most overwhelming of all of these changes were his senses. He couldn't even begin to process all the changes and he wouldn't know until much later what had happened to him that night.

He went to grab his closet door, but in his fear, his hand stuck to it.

He pulled and yelped in shock as he ripped the door off its hinges.

Putting his left hand on the door, he yanked and the metal handle broke apart from the door.

He focussed, and the handle fell to the ground.

Tears in his eyes, he began to experiment, he lifted his be with his pinky. He climbed the wall, and he did a back flip, landing perfectly. He could hang from the ceiling and his brain seemed to be working over time.

He was worried, really worried.

Going to the phone in the hall, he typed in a number and waited. The phone rang once before a woman picked up.

"Name?"

"Agent One Hundred,"

"Code?"

"8435091626,"

"Paging?"

"Director Nicholas J. Fury."

"C-Code for the Director?"

"47"

"Connecting..." She waited "He is currently in a meeting with the-"

"Tell him that I have urgent news. Something has developed which I will need some help with." He spoke carefully.

"One second, kid." She sighed in annoyance.

Peter waited for just thirty seconds, his panic increasing as he realized he stuck his face to the window of the living room before the voice came back.

"He says he will meet you... Sir." She said in a confused but much more respectful voice.

-7777((((-))))7777-

He was strolling down the street when his body seemed to tense up. The hairs on his arms stood on edge and his eyes widened. He knew what that meant, it was his Danger finder, his sixth sense, his... Spidey-Senses!

Jumping behind a dumpster, he pulled on his hoodie and mask which he had been using in the Semi-Pro Fights he had illegally been entering into for money and he went around a few block radius looking for the danger which he had felt just seconds prior.

Landing in a back alley, he felt something right then was off.

He had been doing this for a few months, putting on the mask, becoming a Vigilante in the streets and being a fighter in the ring. Nick and Mr. Stark -when he found out- had both told him it was an immature and stupid way to learn, but he was determined and he had to get used to New York's way of fighting, not the professional Spy Training he was undergoing every weekend.

He had stopped Hundreds of Crimes so far as the Spider-Man. And he was good at it. He had been shot or stabbed a few times. If he was honest, it was really more like every couple of Days which he came home through the window covered in bruises or blood in his field of work, but he had come to terms with such happenings and he loved saving people. The pain was barely recognizable anymore and he always healed by that time next week, just in time for his next great injury.

But he knew he couldn't stop helping those in need, it gave him a new sense of how to actually be of use to others. Being Spider-Man was the only part of him that he actually liked. Spider-Man, the anonymous Vigilante was known across America was well known for being capable of helping anyone. From children who lost their parents, to homeless people who needed a pick-me-up, to people being mugged or injured people on the streets.

Spider-Man was like a hero and a helper. He could stop bank robberies and be field medic at the same time. He could offer First-Aid and CPR. He was certified by the Red-Cross and Salvation Army in his Alter-Ego, of course. And he could also fight.

The Blue and Red Hero was known to be a friendly person who had talked down people with depression and gone as far as to stopping suicide bombers by going and standing next to them until the authorities came. He was well renowned and even more liked as he went out every night until the next morning and most afternoons.

As Peter Parker, he was part of the Marching Band, Chess Club, Robotics Club, Debate, and the Rocketry Club in Empire State Middle School. He was also chosen to be the first Intern at Stark Industries by the Man himself at the beginning of the year, just after his Twelfth Birthday.

But when he wasn't Peter, he was Spider-Man, and right now, the Onesie wearing hero didn't know what was happening, so Peter turned around only to be plowed into by a guy who immediately fell down as if he had hit a wall.

One of Peter's powers, since he had received them, was Super Strength. And he could stop much faster and much heavier things than a fully grown male trying to push past him.

Standing up, the man glared at him and as Peter stood ready for a fight as well, just then, he realized the man was holding a purse.

"Hey!" He called in his normal Spidey voice which was overly excited to throw off his adversaries, "Are you a thief? I know, sure, guys are technically allowed to have Purses in this day and age... It is perfectly fine, in fact, but you don't seem the type to have a liking for purse shopping. And I can see that you stole that. Or, I am being too presumptuous and you need better fashion sense." The man snarled and the Spider-Man didn't even flinch "Honestly, my dude, that color doesn't go with your burglar outfit."

"Well, who knew I would get not just my money, but to take out the bastard who has put almost two dozen of my best friends behind bars." The thief spoke in a drawl which reminded Peter of something from his past. The first time he had let someone escape. The first time he had been shot. A young girl had been kidnapped by the man. He saved the girl, but he was shot and the kidnapper got away in his pain. He handed the child over to the police, but never found the man. His voice was exactly the same. The man pulled out that same Pistol and Peter froze.

Flashbacks of his past zoomed through his mind as he stared down at the Cobra Arms Freedom and his body seemed to not be able to move as the man fired before running past him. He couldn't believe it, he had failed before and now he couldn't even move because of one man. If not for his mask, the thief would have seen the pure and utter fear on the teen's face.

It seemed like an eternity for himself to move again but in truth, it was just five minutes. He didn't register the bullet which had torn through his side, but he did realize a while after that the man had run towards downtown and was not afraid to shoot citizens.

But what got him truly moving again was a sound he never wanted to hear again. Something which should not have happened. Something he should have stopped. A shout of pain which followed a thundering fire which had been caused by the firing pin on a pistol which had fallen and clipped a bullet casing which caused a spark, igniting the power inside of a bullet casing and sending a piece of metal through the air at a pace fast enough to tear through the human body with ease.

He used his super-enhanced muscles to run faster than any human and before long, he had found the place the man was, and he was already arrested by a police officer, but that isn't what he was paying attention to. What the boy, just barely a teenager, was looking at was the body laying on the ground. The brown trench coat. The once sandy brown hair turned grey. The clean shave. The face was grimaced in pain.

"NO!" He screamed pushing through the crowd of people.

"NO! IT CAN'T BE!" He cried out tears already falling down his face.

"UNCLE BEN!" He roared as he fell to his knees grabbing the man who was shot in the bottom of his heart.

He focussed his hearing ignoring the overload of information which was New York and focussed on every tiny detail inside of his uncle's near prone form and he pressed his head into his chest. He was shaking as he realized his Uncle's heart rate was slipping.

"Pete." Ben's voice rasped.

"Nonononono." He cried picking up some of his only family left "Shit! Shit! I-It's my fault."

"No," Was the whispered response as his uncle caught up blood "The only person's fault it was was the man who pulled the trigger, Peter. Do not dare to think about putting the blame on yourself. Don't you dare think that this on your selfless ass. I-I don't think I am gonna be here to talk your head out of your ass this tim-"

"Don't say it." Peter cried holding his hand tightly as he saw his uncle's life fading slowly.

"I have seen you at your highs and lows. You were like a son to me, Peter, treat your Aunt May nicely and remember me. I will tell you this Pete... A lot of people *He coughed up blood* A lot of people will knock you down. They will try to get to you. They will swipe your feet out from underneath you..." He paused taking some shaky breaths "But you can never stay down, Pete. Always get up. No matter what, never give up and always get back up no matter the cost."

The blood was covering him now, his clothes, his skin, seeping through Ben's clothes and onto the New York Sidewalk.

"H-How?" Peter managed to stutter out "How? How do I move on from this? How can I get up?"

"As I told you earlier," He said slowly pointing at his chest "What you are, what you are doing, Peter, who you are behind the mask... It is a good thing. People need it, we need you. Continue being who you are and do whatever you can, but know that you cannot save everyone every time." He choked up a little more blood "With great power comes... great responsibility..."

"No," He whispered not detecting a heartbeat "No! UNCLE BEN!" He cried out loudly.

-7777((((-))))7777-

He was walking home from another beating in a back alley. Flash and Matt were together this time! Aren't they getting intelligent? The answer to that was no, but he liked to think that one day they might be able to evolve and gain a brain cell or two.

Rubbing his broken nose, he cracked it back into place and focused his healing factor, hoping for it to speed up getting rid of the pain.

He snapped his shoulder back into place and rubbed a nasty bruise on his thigh, trying to get rid of the nasty feeling of grimee which he had all over him.

It was always like that when he had to deal with bullies. He stepped in to stop them from messing with some other kids and they end up beating on him for an afternoon.

He threw his hood up and put in his sunglasses. With with his headphones on, he felt like he could drown the world out and only focus on his mind rather than the bustling hell around him.

It wasn't uncommon for the other kids in school to take kids behind the school or in different parts of the city and punch or kick them until they were obedient, but Peter always managed to find them, so they just turned and beat on Penis Parker until they got tired. Peter never minded getting beaten rather than the kids who couldn't handle it, but he really just didn't want those idiot bullies to actually do lasting damage physically or mentally to the other kids.

Per usual, the teenager with perfectly combed hair was blasting his Indie and Classic Rock playlists into his skull on his walk. Normally, most people accused him that he would hurt his ears if he listened to his headphones on the highest volume possible, but he felt it was necessary to block out everything happening in the real world.

As his awareness and hearing were above almost anyone on the planet, he needed to listen to other things at such volumes that it literally shook his brain. If he didn't want to go and listen to every single noise and conversation happening in New York City, he had to.

Heightened senses are something most people would think would be the greatest thing ever, right?

Wrong.

Especially in New York, being able to smell every single thing within a block of where you are standing, being able to hear what is going on inside of an apartment Seventy Stories above you while you are standing on the road next to the building on the ground, being able to feel vibrations in the air from distances of up to a Mile, and taking in every single sensory change was not fun. In fact, if his mind was not also sped up when he got bitten all of those months ago, he would have gone insane very quickly.

His enhancements allowed him to have his senses constantly pushed into overdrive. But being constantly superhuman was hard, especially in such a massive city with so many different things which could over-stimulate even those with terrible senses. If he did not properly drain himself physically and mentally every time he wasn't Spider-Man, he would burn himself out and get rather sick and have killer migraines.

For the teen to coexist as himself and 'Spider-Man', it was imperative for him to live two lives. One where he was the normal and boring Peter "Penis" Parker who was bullied and picked on at school. This was the one he spent most time in, Peter was a docile and quite laid back shy kid who didn't like to talk out or mess with other students while the other, his favorite of his two lives, his alter ego, the Super-Hero who could fight in a spar against Captain America and walk out unscathed, Spiderman!

He was an Icon in New York, a Hero who would help even in the most mundane of situations. He could easily take on the big leagues with Iron Man and Captain America, but instead, he stayed local and helped people, trying to make a difference in his city by bettering people's everyday lives.

Spider-Man was adored while Peter Parker- Boy Genius was accosted and outcast by everyone but a very select group of people.

It wasn't like he never went through anything which made him contemplate whether or not to remain as Spider-Man, in fact, he had been at the receiving end of very dangerous situations more times than he could count. But he took it all in stride.

Guns, Knives, Explosives, Drugs, Sex-Offenders, Human Trafficking, and things which would make normal citizens nauseous just thinking about were his daily tasks and he solved them all while retaining a chipper and snarky outwards attitude.

But that didn't mean he was mentally, emotionally, or even physically alright or not harmed by being Spider-Man. In fact, if he had to guess, he was probably really not alright in the head, and he still had PTSD from some of his fights. At just Thirteen, he had been in more conflicts than any kid his age should such as when he failed to save people, or when he crashed the Stark Industries' plane which Adrian Toomes, an inventor who had stolen Stark and Banner Tech mixing it with Alien Technology to make a Flying Suit had tried to steal the contents of the plane which Tony Stark had implemented with AI and Autonomous flight, or one of the two times he had had a building crash on top of him.

Physically, he also had taken his fair share of abuse fighting crime and those who wish to harm innocents roaming the streets of NYC. He had been shot or stabbed more times than he would like to divulge, and the only reason he had managed to keep it on the down low was that his healing factor allowed him to scar over faster than anyone was able to notice that he was in excruciating pain or leaking blood sometimes.

Scars, most people think that the Arachnid Hero shouldn't have those, right? Nope, the Spider-Man had plenty of the damaged tissue which represented his failures. His Battle Wounds, his memories of pain and the glimpses into a time where he was weaker. Because each mark on his flesh was proof of him growing, becoming better.

From his heart to his stomach, to his torso, to his chest, to his lungs or his neck he had taken more than enough bullets, shrapnel, blades, and other forms of pointy or fast moving objects be forced into his body to be considered anywhere near healthy.

But someone had to solve crimes which the police could not, and he wanted to be one of those people.

Before the Spider-Man had come onto the streets, the Nine Million Population of New York City had a Crime rate Fifteen Percent Higher, and he had caused a total of Four Thousand Six Hundred and Eight Criminals to be apprehended and arrested by the police.

His escapades were what he called "Exercising" or his internship nowadays because his Aunt May had worried over him and he had just barely gotten out of explaining to May about his secret when she had caught him. He only got out of being grounded forever by lying and telling her the Stark Internship was actually helping Mr. Stark design the suit and Spider-Man's Webs and luckily, she believed it. Only he and two other living knew that he was the Web-Slinging Super-Hero from Queens.

His Uncle Ben had known, but after he passed, Peter had been devastated. The First Person Peter had told was Nick, or as he still called him, Mace. And the Second was Mr. Stark. Tony had discovered after Peter came to his Internship covered in bruises and his own blood.

Tony had freaked out and figured out why his intern was always so tired after Peter admitted that he was the Spider-Man. Peter trusted Nick and Tony and didn't want many others to know his secret, the anonymity allowed him and those he cared for to stay safe.

And he liked it that way.

He mentally sighed. Peter had always wished to be something more than he was.

Like Spider-Man.

Peter's alter-ego and Super-Hero form, Spider-Man, was truly amazing, the suit he had made himself and was upgraded with Mr. Stark was amazing, and the fact that it was completely his own design was mind-boggling. Hundreds of Hours and more dollars than he had to spend in technology was invested in his costume.

But he realized that without his abilities, no one would ever have even coughed in his direction. Without his innate ability to hack into places, he would never have met Nick, without his IQ and classified file, Tony would never have even blinked at him, and without his Spider-Man persona, no one would care about him. Without that, he was a nobody, a Persona Non-Grata in school and prey to those who needed to vent their anger at someone. If he didn't have his abilities, then people would have told him to quit, to focus on other things. But he had them, so he would never quit. He would never stop trying to be a Hero.

If Spider-Man hadn't been able to scale buildings barehanded and in his greatest feat of strength, lift more than Thirty-Five Tons, if not for these traits, then he would probably be of no use to the people of New York. His actions would only hinder the police and people's daily lives.

The World didn't need heroes like Peter Parker. They only needed Super-Heroes like Spider-Man. And there was a distince difference between the two.

At least, that is what he told and thought about himself.

The boy was one of the only Super Humans in the World, and thus, Spider-Man had a lot of bad and good press. He stuck out, but he also tried to focus just on New York because of the massive Population. He was only one person and recognized that he couldn't be everywhere at once like the Iron Legion.

Most called Spider-Man a nut case or a Super Human.

In fact, Peter Parker had an IQ of 277 (Canonically it is 250-267, but I wanted to make him just that much higher for this story) and he was the smartest recorded person in History. His intelligence was a secret which few knew about.

He was so smart, that the government had actually hidden his records and asked him not to share his true capabilities with any person. His SHIELD File was classified for anyone lower than Level Ten Classification and all of his information about his parents, his Death in Russia, his Hacking into SHIELD, his Iq, his being Spider-Man, and everything that was hidden about his past all was compiled in a single folder. All of his achievements and feats and many of his pictures were inside that file. Along with any missions or projects he had been on.

He was asked by Scientists, the Government, and Labs all over the world to do work for them occasionally, and he did it for the money. Of course, he would, with Aunt May barely making Minimum Wage, he felt he needed to help in every way possible.

But his problems seemed to all disappear one day when the Twelve Year Old at the time received an anonymous call from someone who had Hacked into the Pentagon and read his file.

And then, he met Tony Stark.

The man was a Spider-Fan and wanted to meet the young Genius. Once he did, the Billionaire offered him the position as a paid intern and Peter immediately accepted.

Working under Tony Stark had been his dream since he was a child, and now, the man himself had asked Peter to work for him.

It was made International news when Peter was chosen, but Mr. Stark had somehow managed to keep his name out of the press only calling him "The New Guy" and every one of the Newspapers, Magazines, and Tabloids ate the gossip up.

In an Interview when the Inventor was asked why he chose the New Guy for his internship, Tony replied in interviews that the boy had an intelligence matching those of Level Twelve Intellect, which was completely true. The Press went even wilder and the manhunt doubled in their efforts because they all wanted to know who Tony Stark dubbed as Genius enough to become a Personal Mentor to. He had admitted that the boy he chose was a young guy, but he didn't mention that Peter was just a young Pre-Teen.

But the Internship didn't mean that Peter had his life together, if anything, it made it even more stressful. Four Hours every Night except for weekends, from Six to Ten, Peter would appear in Stark Tower and learn from and help Mr. Stark with whatever he was doing on that subsequent day.

And it was amazing, Peter had visited dozens of other countries and met famous Scientists like Reed Richards, Bruce Banner, Shuri Princess of Wakanda, Norman Osborn, Leopold Fitz, Jemma Simmons, Hank Pym, and Dozens of others who all swore to the secrecy of who he was.

He had met Norman before because he used to be friends with Harry before he went to school in Europe, but meeting Norman as the World-Famous Scientist rather than the dad of his close friend.

But despite all of that, Peter was still just completely normal in his everyday life. He wasn't allowed to let anyone know who he was, what he did, or about who he truly was when he donned the mask.

So, as the completely dejected boy ambled down the street, focussing on trying to ignore the smells of food from the food trucks, or the stench of cigarettes, or the delicate scent of perfumes, or the disgusting male body odor, or the drugs and sex he could sense from every corner of the city. He kept his head low and walked around, ignoring the familiarity of the ever-changing city which never slept. His hairs all raised as he heard a bottle break and a shout from an alley.

Rushing in while slipping into an alcove, he slipped into the Spider-Man suit in seconds before hopping on top of a nearby building. The suit, which was once just a onesie was actually quite advanced. After working with some Stark and Banner Tech, he had gotten plenty of ideas and had implemented them into the suit.

He had over Five Hundred different Web shooters, he had Thermal and Night Vision, he could accept and make calls, he put in cameras into the eyes, he had a mini Drone on his chest, and he even invented his own AI based on Jarvis which was named Karen. Although Sunny was his first, he personally liked Karen more and he thought Droney was cooler than his original massive Drone which resembled a man.

"Hey, bitch," Snarled a nasty man as his goatee and beard were coated in the froth of alcohol and the Teenaged Super-Hero/Vigilante could smell the weed which he had smoked between his teeth "Take off that shirt!"

"Well," A chipper voice interrupted with a quirky drawl which masked his usual nervousness in the tense situations like this one "I do believe that the proper term is a cardigan, and I am also pretty sure that threatening women is a right proper sentence for you to go to the big house, Mr."

Spider-Man was a different personality.

The Super-Hero was who Peter dreamed and wished to be; a funny, nice, and ever-happy person who always had something to say to make people feel better and he never stuttered.

Spiderman was adored and appreciated. Some people even wore merchandise and threw parties for him.

Peter Parker, on the other hand, never even got invited to parties. He was a reject with almost no friends who was rarely seen outside of school if at all even there.

Though people may mock, laugh at, and jeer Peter Parker, the timid and shy Teenager... The World always liked to marvel the awesome might and endurance of Spider-Man.

The balding man turned and garbled out "Who the fuck are you?"

"Me?" He asked, knicking the man's wallet without even realizing it and checking his I.D. "I am actually a little offended," he spoke "I am a pretty well known," he claimed while having Karen check him for criminal record, he sent the camera footage without Audio to the local police station because he didn't want them tracing it back to him and looked up "Well, Mr. Ugliano, I am just your friendly neighborhood Spider-Man."

-7777((((-))))7777-

"Honey, where were you? I was getting worried." The brunette woman wearing glasses and high waisted jeans asked worriedly as he came through the front door "You said you would be home by Six Thirty! It is Six Forty-Five and it is already getting dark out. I thought you said you would only be staying at school for a little while to study in the Library."

"I am sorry, Aunt May, " He apologized, his sharp jaw clenching as he felt guilty that he had to put his aunt through so much.

But after sharing his secret with his Uncle, they decided that it was worth keeping it a secret from Aunt May.

He also believed that of the fourteen crimes he had stopped on his way home, disappointing May was worth it if he got to stop crimes and help people in the city.

"Detention ended later than I thought so I missed the close of the library and Mrs. Chase wanted to talk to me after the fact, so I was late and because it was getting dark I had to take the long way because you forbade me from going down the Fifteenth street alleyway alone because you said I'll get mugged or something bad would happen."

She smiled sadly and nodded "Okay, well your dinner is on the stove. I already ate, so you can have your chicken soup in solitude. But seriously, Peter, you need to quit skipping classes. You should know better than to do that. I know they are not challenging you enough at that school, but you have some of the best grades in the top Academy in New York! You need to keep your attendance up. I don't even know where you are always running off too.

"Are you doing drugs? Peter, you are barely a teenager! I swear if you are doing anything illegal I will personally kill you! Ugh, just, please try to do better. I know the ADHD is hard to deal with, but skipping school isn't good. If you keep going like that, Mr. Stark will put you on probation of the Internship just like he did last time. And you really need that to go to that good High School you wanted to go to. Please, Pete, just... Be careful, okay?" She begged grabbing both of his hands in her own, concern written over her face.

Her tired eyes crinkled with tears and worry as she looked into his eyes. She noticed they shined more tonight than usual and she felt some of her worries alleviate.

Her nephew was the last of her family left. Peter was Thirteen and he had always been short, but a little while back, he had hit a growth spurt and had filled out a little. She had hoped and thought he was going through puberty, but he didn't get to be as tall as many of his other classmates. He got less bony, but he was still short.

He was slim but athletic now, however, but somehow, she still saw him as a scrawny little kid who has been picked on since before pre-k despite his intelligence. His firm body did not take away from the fact that he was only about Four Foot Seven and Three Quarters.

Peter was her world. Like a son to her, he was the last she had of her Brother and her Husband had a great influence on Peter's growth and why he acted the way he did. Her brother, Richard James Parker was Six Foot Three and as broad as a Man-Hole Cover. He had Long Dirty Blonde Hair, a Full Beard, and kind Hazel Eyes. Mary Alex Parker nee Bones was a Brown Haired Woman with Green Eyes. Peter obviously got his height from his mother as she was only Five Foot Two Inches but got his attractive looks from both parents.

His Honey colored skin which May herself had was a testament to their Italian Heritage. Rich and she had both grown up in Italy and moved to America when they were young with their parents. As such, they both spoke English and Italian.

Peter, however, was amazing at learning languages, being Fluent in English, Russian, Arabic, Italian, Latin, Spanish, Portuguese, Chinese, German, French, Japanese, and more than May even bothered to remember.

He was definitely his parents' son in respects of his appearance, but after their passing, Ben was the one to raise her Nephew. Ben had been a great man, and after Peter watch both of his parents be murdered right in front of him, the boy had had a hard life. He was bullied for being an orphan, for being small, being too smart, being different, and being poor. Because May and Ben did not have much, they lived in a small apartment.

Ben Jameson, standing Six Foot One and having Grey Hair and Blue eyes was a Handy Man. Ben could fix just about anything he could touch and he passed that skill and his knowledge down to an impressionable young Peter.

After Ben died, May had even less to give Peter in terms of money and things. She had to get a job as a Barista and she could barely afford the food on the table and their small apartment, which was why the Stark Internship and Grant had been such a massive deal for them. Peter visiting Germany had been the highlight of her time as an Aunt as she realized he earned his ability to go and see a Stark Facility and meet some famous Scientists and Tony Stark himself and work with them in the Bavarian Mountains.

He was her little boy, and Peter meant everything to her. The fact he was so smart but so dumb at the same time that no matter how brilliant he was, he had always worried her.

Peter had watched his Mother, Father, and Uncle all be ripped from him and had witnessed each one's death first hand in his short life and he had never had an easy life. He had even stared down a Drone which pointed a Canon Sized Rifle at him without even flinching when he was just a child.

If Tony Stark hadn't been Iron Man and blone up that Drone, if he hadn't been there to save him, May would have lost every single person she cared for to such violence. Ben had died just a few Years after that exact incident.

She realized that Peter was strong, much more so than he looked, but felt the need to protect her Nephew. The only friend he had brought to their apartment in the time he had been with them was Ned and that worried her as well.

She peeked into the dining room to see him blowing on the warm soup and her heart warmed to see the little boy she had raised becoming a young man.

His over-sized hoodies were one of three options of clothes which he usually donned to go out. It was either stuff which would swamp his body, or it was nerdy old fashioned semi-formal clothes which gave him such a nerdy aesthetic even she wanted to facepalm sometimes at how oblivious he seemed that he dressed like an old man or a scholar. He also sometimes went with oversized Science T-Shirts with plaid button-ups over them.

Sadly, she couldn't argue with his choices either, because he did not want the expensive clothes which she would never be able to afford. He liked to go shopping with her and loved the convenience and cheap clothes. Thrift Shopping was one of their "Bonding Activities" which they did, going every Sunday Morning.

All of his shoes were old and decrepit, but he claimed they were comfortable. He wore Socks which were too thick for any sane person and boxers which belonged in the forties, but he claimed he was content without the taste of being a normally dressed young man.

And she knew he was telling the truth because he always looked content.

Watching him pulling at the collar of his shirt, she shook her head with a smile and roll of her eyes. He wore plaid and a sweater so often she could have sworn he needed to wear glasses to complete the look.

He wore glasses up until the Seventh Grade when, sometime after his field trip to Oscorp with his old Best-Friend Harry Osbourne, he didn't need them anymore.

His choice in fashion sometimes worried her, but she didn't question it when he said that he didn't want to feel stuffy in the normal other other kids his age wore, so May relented and went along with it, deciding it was a defense mechanism. Like a puffer fish, maybe her little boy was making himself look bigger than he was.

But in truth, Peter was just hiding the fact that under his baggy clothes, he was shredded with defined muscles and a body which would compare to that of a super-soldier-serum.

When he was bitten by the genetically modified spider which gave him his super-powered-DNA, the physical changes he had were immense.

Increased diet, peak physical condition, the ability to climb/stick to walls, super-senses, and super-strength were some of the many features he got. But the more he focussed on them the more he realized that if anyone else had been gifted the powers he had, it would become something very, very bad. So instead of hiding his powers from the world and never using them, he decided to try to do good with his powers.

For a child who had just gotten super-powers at the time, that was a very mature choice.

He flashed back to the present after finishing his third bowl of soup and began to do the dishes. Once he finished, he grabbed his bag and said: "Hey May, I am going to go to the Gym!"

"Okay, be back by nine!" She called in reply.

He began to sprint down the roads of Queens and changed into his suit. After some swinging and web crawling, he ended up in Manhattan.

After a few hours of Crime Fighting, helping random people, and even taking some pictures with a few who asked he swung up a building and stood on the spire of a tall building, his Perfect Equilibrium allowing him not to have his foot which he was balanced on impaled.

When he came home that night however, it was to a Break-In gone wrong.

His normal life shattered as he watched helplessly as the man he had searched for and who had shot him twice held that same damnable pistol to his Aunt's skull.

The Thirteen-Year-Old stood stock still as he heard the noise of her death. He shot a Web reflexively, but the bullet tore through it and reached its destination before he could stop it.

He watched as the liquid be flung from her cranium and before he knew what he was doing, he had snapped into action, his muscles so tightened, he didn't think enough to decrease his strength to not kill the man.

In a terrifying amount of speed, the boy burst across the room in a fit of rage and in a split second, his fist had broken through the man's ribs, shattered any bones in the way, moved any of his muscles or organs, wrapped his hand around his main organ, and ripped the surprised man's heart out of his body before letting the shocked man bleed out, dead in his living room.

His spider senses told him to eat it. He was repulsed, but actually considered it until he caught a glimpse of himself the mirror.

His eyes...

In the dead of the night, his normally brown eyes which had always been described as soft and kind were crimson red and his sclera were black.

He choked out a scream and dropped the heart on the kitchen floor before realizing what had taken place. He bolted to his aunt and watched as her eyes became almost hazy in the dark.

-7777((((-))))7777-

It was a worried Tony Stark who rode his Lamborghini Veneno through the Streets of New York, parking it haphazardly in front of a dingy Apartment building.

Jogging up the stairs, he was met with the back of an equally tall man with dark skin and an eyepatch.

"What the hell are you doing here? Fury, isn't this below your pay-grade?"

"I could ask you the same question, Stark." The African American Spy spoke.

"I came to see Peter."

"Odd, I came to saw little One Hundred as well. I didn't know he knew you. Guess the little squirt keeps things hidden from me too... Sneaky little bugger." Fury's amusement left as soon as it came as he looked into the room "But I think you might be a little better in helping him in this particular situation."

Tony walked next to the man and glanced into the Apartment.

His eyes went wide at what he saw.

Sitting on the ground was a boy with teary brown eyes which were bright red. His hair was wet and full of messy curls which meant he had been out doing rounds in the suit. He had a bruise on his jaw and a Split lip which seemed to be healing already. In the boy's arms, there was a woman with dark brown hair. Her skull was destroyed just like the door.

"Peter," Tony said, walking into the room "I am here, just, I got your call. I am sorry about May. God, I wish I could do-"

"P-Please don't come close to me," Peter said in such a shattered voice both Stark and Fury froze in their places.

"Why, bud? I have known you for a while, do you not trust me?" Tony asked.

"It isn't you that I don't trust..." The boy's voice was strangled as he released a choke "I don't know how or why I did it, but don't come closer or I might hurt you too. And I can't lose anyone else like that. Especially not either of you."

"What are you talking about, Hundred?" Asked Fury's calm voice.

Peter raised his blood covered hand and pointed into the kitchen.

"He hurt Aunt May... I didn't... My instincts kicked in before I even knew what happened. I hit him with so much force I knocked him through the wall and into the next room. I didn't think. I didn't-"

"You watched the last of your true family die, Peter, this isn't your fault," Tony said after gagging at the sight of the man dead on the ground, his heart destroyed next to him.

"I-I want a hug, but I don't want to be touched. I-I feel dangerous." He wept, crying as he held the corpse of his last loved one.


	2. Welcome to your Junior Year

After Nick and Tony finally managed to tear Peter away, it was into the next day and they had both called some of their people to help smooth things over.

The Funeral was just a week after, and Peter wore the same suit he wore to his Uncle's Funeral just Months Prior.

Once he revealed to the police that he was the one to kill his Aunt's Murderer, it took a long time and many months of trials and different attorneys and officials before Peter was allowed to calm down.

There were a lot of accusations of misdemeanors, and one man even accused him of being behind the deaths of all of his family members because of his bad luck of being the only survivor in each situation, but luckily, that guy soon found himself fired and out of a job.

After Five Months, Peter Parker ended up under the care of the one and only Tony Stark and his Mentor became his Billionaire Guardian. It was not made public knowledge, but Tony legally Adopted the Teen, and after that testing experience, Peter felt as if he could truly trust him as an adopted Father.

Fury kept in contact with him for updates and once in a while, Mace and 100 shared favors and stories at lunches just to make sure the other was okay and doing well.

Throughout the years with Tony and the Avengers in Stark Tower, no matter how much he traveled, no matter what weird shit happened, and no matter how much he changed, Peter never stopped being Spider-Man. And that was the only stable thing he knew for a fact would never be taken away from him.

-7777((((-))))7777-

"I can't believe my little Girl is gonna be a Junior!" Shouted a cheery voice as a tall man pranced around the kitchen.

"Come on, Dad, it isn't even that big of a deal. If anything, next year is the first you should be celebrating. After all, High School is just a Slaughter House for creativity and the morals of such a place are absolutely arbitrary and literally built to kill the minds of students." Spoke the Seventeen Year Old Michelle Jones.

"God, you are so much like your mother..." Spoke the man wistfully.

"Thanks," She said softly.

"What about me?" Asked a young voice "I am going to start Middle School!" The boy shouted proudly.

"Yeah, and I will be a freshman at Empire State Musical Academy." Spoke his youngest Daughter.

"Yes, you are, big guy!" Their father said with a smile on his face "And I am proud of you, too. But I personally like to think you two take after me rather than your mom."

"Blegh!" The boy stuck out his tongue "I wanna be like Spider-Man! He is so cool! Even MJ thinks so!"

Nick turned to his daughter with a raised brow.

The Teen just shrugged "What? Am I not allowed to like Super-Heroes?" She asked, "What has this Patriarchial Household come to?" She spoke exaggeratedly.

"You- Michelle I hate everything- Jannet Fury-Jones likes the Spandex-wearing Vigilante?" He asked incredulously.

"The dude who stands for justice, self-prompted peace, with a duty to cleanse society of its murderers, rapists, criminals, and a helper of even insignificant people?" She inquired "Yeah, I respect the hell out of him, even if he is a bit of a Dramatic little shit."

Their father broke down in laughter and his youngest children stared at him with raised eyebrows.

"Since when did dad laugh?" Asked Derrick.

"I don't know, it is weird." Spoke Brianna.

"Never, dad doesn't laugh. Ever. Something is up." Michelle replied.

"It is just... If you actually knew who was behind the mask... Gods, you would hate him." The man wiped his eyes.

"You know Spider-Man?" Asked Derrick with wide eyes.

"Of course, I know everything," He said dramatically.

"What is my stuffed Dog's name?" Asked Derrick.

"Ah-um..." The spy was listless.

"Exactly! So, have you met him! Spider-Man is him, not her? Is he cool? How does he fight crime so well? Is it his suit? Does he actually look like a spider? Why does he wear a mask?" The child spoke at mach twenty, asking more questions than Nick could comprehend.

"Derrick," Brianna said causing the boy to pause.

"Sorry, just got excited." The boy said with an embarrassed look.

"All I can tell you about him is that he is a Highly Secretive Person and if you didn't know he was a Super-Hero, then he would be completely normal other than his brain." Nick said before sighing "Now, it is time to take you two to school."

-7777((((-))))7777-

The pair were driving down the streets, stopping in the ever-present traffic every other minute in complete silence. This was rather normal for them, Michelle reading her book and Nick focussing on the road trying not to start an investigation into his daughter's life.

Naomi, Michelle's oldest sister who was now in college over shared with her father while his younger daughters rarely spoke, so the near-Silent Treatment he got from his High School daughter was rather off-putting.

So, when she looked up with a curiosity he had never seen except when she asked about his job, he was taken aback by her question.

"So, you know Spider-Man?" She asked, trying not to sound interested.

"Yeah." He nodded, face unreadable.

"For how long have you known his identity?" She asked.

"About Five Years." He told her truthfully.

"That... So you have known him since the beginning? Is he a SHIELD experiment? Did you guys give him his suit? How did you make a suit strong enough to catch a bus?"

"No, he made the suit himself." The tall man said, "And it is not the Suit which makes him so strong."

Michelle sat in bewildered silence, contemplating her father's words. A light came over her eyes and her dad stopped her before she could even ask "I cannot share his file with you."

"Dang." She cursed under her breath.

"I heard that." He spoke with a chuckle.

"I learned it from you." She accused.

"No better person to learn it from, darling." He gave her a smile.

"So, are you ever going to tell me who Spider-Man is?" She asked.

"No." The man shook his head "It is not my secret to share. He has let a very, very select few know of who he truly is. And he has been hurt more than most, so I won't betray his trust like that."

"Is this your stupid compartmentalization philosophy again? Because I thought that didn't work with the whole Hydra near-takeover of our government which you dealt with."

"How did you know about that?" He asked in shock, looking at her with a frown.

"Because I am a genius and am probably the first to ever successfully hack into your computer." She said smugly.

"Nope," Fury smirked "Not even close to the first to do that, you are a close Seventh, though. And those who have are some of my closest and most trusted peers."

"What? Who else?"

"Natasha Romanoff, Carol Danvers, Fitzsimmons, Tony Stark, Steve Rogers, and someone who will remain nameless in this conversation."

"Isn't Fitzsimmons two different people?" Asked the man's daughter.

"Not really." Her dad smirked "They are two Doctors who are basically one. They are adorable, one of the Greatest Ships in SHIELD history if you ask me."

"Oh my Gods, please never say that again." Michelle groaned "Wait, another person who you aren't allowed to talk about? I am starting to wonder what you aren't telling me, Dad."

"Well, you will have to be a Security Clearance level Ten just to learn about any of that, so you have a few years to go yet." He smirked.

"Just you wait." She said challengingly, "I will be the youngest Level Ten SHIELD Agent in history! And I will make sure that I learn all your dirty little secrets."

"Well, you would actually be second to be a Level Ten Agent, oh daughter of mine." He smirked.

"What! When I was Eight and asked, you said that no one had reached level ten before the age of Fifty!" She exclaimed.

"Yeah, that was then, this is now." Her asshole of a father simply shrugged with that smug grin of his and said "I didn't realize you still wanted to be a SHIELD Agent. The Agent I am talking about is Classified."

"I don't know if I want to be a field Agent, maybe just a researcher." She shrugged "How long does it take to become a Level Ten Agent?"

"Well, it can take anywhere from Two Years to One Hundred Years, it all depends on how well you do, how intelligent you are, and how much work you put in." He stated.

"And how did this classified Agent became a Level Ten in such a short time?"

"He was able to help stop Twenty Million Deaths in a single Afternoon. He also managed to improve our Security Ten Fold. Also, he is the best Fighter and Inventor we have on our Pay-Roll." Nick told her.

"I am guessing you can't tell me about this Jack-Ass either?" She asked with a huff.

"Nope." He said with a smirk. He just loved rilling up his daughter. She never showed much emotion, so when he could, he pushed all of her buttons.

Nick glanced at her attire and shook his head. His daughter wore Ripped Black Skinny Jeans which accentuated her long legs. She had on a pair of dark Leather Boots, a Red Plaid Shirt wrapped around her waist, a white shirt with "Feminist AF" written across the front, and a grey jean jacket with blue buttons. There was a Save the Bees, LGBTQ, Supernatural, Dr. Who, Star Wars, SHIELD, Fallout Boy, and Spider-Man pins on her black backpack.

"You actually do like Spider-Man?" He asked.

"Yeah, he deserves more recognition and thanks for what he has done than he gets, though." She said, fingering the pin "I have never seen him in person except for that time in DC for last years National Decathlon Competition which you couldn't make it to. Why was he even there?"

"Well, believe it or not, he wasn't supposed to be there at all as Spider-Man." Nick smirked "But people needed saving, so up he went, climbed to the top of the Washington Monument. He told me that Five Hundred and Fifty-Five Feet in the air, he was not even sure what he would do if he fell, didn't have a parachute in the suit or anything, he would have just fallen and gotten squished into the pavement. Glad he was there though, or your friends would have died."

"Yeah... I was glad too." She spoke looking out the window "He seemed pretty short."

"Everyone is short compared to you, darling," Nick smirked.

"Asshole." She frowned.

"Oh, you take lessons from Captain Rogers? That Spy has got some serious language despite hating people using bad words so much."

"I am only Five Foot Eleven, it isn't my Fault if that Spider-Man is a shrimp!" She snarled.

"Hey, don't bite my head off," He threw his hands up with a chuckle "I am just asking." He smirked.

"You are such a dick."

"I love you too." He smirked before parking the car "Now get out."

"Love you, dad." She shook her head with a small smile while getting out.

"Hey, love you too, kid." He called as she slammed the door.

"Such a handful." He rolled his eye "Doesn't even realize that little One Hundred is in all of her damn classes."

With that, the Director of SHIELD drove off to work, shaking his head with a small smirk. He had never seen his daughter smile or get so emotional in so few minutes of conversation. Maybe he needed to bring up his little friend more often.

-7777((((-))))7777-

Michelle sat in her first period and went over her schedule.

First - IB Calculus

Second - IB Literature

Third - Honors Journalism

Fourth - Lunch

Fifth - IB World History

Sixth - IB Chemistry

Seventh - Academic Decathlon

Eighth - Physical Education

Gwen Stacy, the Third Smartest Girl behind Herself and Cindy Moon the Korean Transfer Student, sat down next to her in the back Right of the Classroom, farthest from the boring Mr. Shell's desk.

Of all of the Girls in Midtown Academy of Science and Technology, the most Prestigious High School in the Nation, Michelle Jones was proud to say she was the smartest.

With an IQ of One Hundred and Sixty-Five, she had held such rank in every school she had ever been to. Number One.

Cindy Moon was a Close Second with an IQ of One Hundred and Fifty-Eight and then Gwen Stacy was One Hundred Fifty-Five. Behind her was Mary Jane Watson with an IQ of One Hundred and Forty-Six and one lower was Felicia Hardy who was ranked Fifth Smartest Girl with an IQ of One Hundred and Forty-Three and then at Sixth was the Wanda Maximoff who was an Immigrant who wanted to get her High School Diploma and had an IQ of 140.

But no, she was not smartest in the school.

That title was stolen by a boy who she was rather conflicted about.

Peter Parker.

The little shit was smarter than her. Don't take it the wrong way, Michelle was a genius in every way shape or form, but Peter managed to do laps around every other person in the school, including the teachers who were all of Genius-Level intellect.

When asked why he didn't skip grades, he replied that his guardian simply didn't want him to miss out on "Peer Bonding with kids his age" as Peter said it. Whenever someone asked about who his guardian was, the boy skillfully avoided the question every time. And even with her skills, she had not been able to trace Peter Parker's history. Not one lead. She couldn't find anything on him or where he came from before appearing at Midtown. And that made her even more wary of his presence.

"What is up, MJ?" Asked the girl whose Platinum Blonde Hair had been cut on the Right side of her head. The petite teen sat right next to her and scooted her desk up much too close for the Novel-Loving teen to feel casually comfortable.

Gwen was a Junior-Pro Ballerina. She had a high GPA and looks guys and girls would kill for. She was labeled the "Prettiest girl in school" which really meant the majority of idiot males wanted to stick their dicks in her.

But hey, Michelle wouldn't lie and say she didn't find the girl attractive ass hell too, who wouldn't? She was the epitome of perfection and was kind to almost literally everyone. Michelle was Bi anyway, so who was going to tell her no to peeking at that fine little ass every time it sashayed past her in the hall.

"Nothing much, Stacy." Michelle said cooly "What is your schedule like?"

"Oh, show me yours and I will show you mine!" The girl said energetically, gently messing with her blue ballet flats while her eyes gazed into Michelle's.

"Was that an innuendo, a joke, or an offer?" Michelle raised an eyebrow and looked down at the petite blonde.

Gwen was Five Foot One, a whole Ten inches Shorter than Michelle, and damn... if she didn't find that hot, Michelle didn't know what she would.

Gwen squeaked and pink covered her cheeks as she looked away.

"N-No, MJ!" She whispered, "And don't say stuff like that so loud what if people thought..."

"Thought that we were getting it on? Let them. They should mind their business anyone and no one should care if I get laid or not." She said with a noncommittal shrug.

Gwen was even more flustered as there was a squeak in front of them.

"So, we are talking about getting laid?" Mary Jane AKA the other MJ asked with a wink "I want in on this conversation."

"Please, not a single one of us has gotten any yet," Michelle said impassively.

"How did you know?" Asked Gwen.

"And are you sure about that?" Asked the redhead with a smirk.

"The closest thing to sex that Gwen has ever had was a drunk Flash trying and failing to kiss her at the party last year. And MJ, don't even try to act like you have gotten dick or pussy, you are a virgin if I have ever seen one. I mean, that shirt says it all." Michelle shrugged "And I have yet to take a roll around the hay. I am waiting until I get a good partner for that. I don't even care what is between their legs."

"You are so bold!" Cindy said, also pulling up a chair as she entered the conversation.

"Well, I am not going to lie. How was your summer, K-Pop?" Asked the Curly Haired girl.

"Don't call me K-Pop, MJ." Frowned the Korean "Just because I like BTS and Black Pink doesn't mean-"

"Yes it does," All Four other girls spoke as one.

"Oh great, even Felicia?" Asked Cindy with a frown.

"Sorry, honey, you are just too adorable not to tease." MJ Watson smirked.

"Are we comparing Schedules?" Asked Felicia, noticing Michelle's and Gwen's out on Gwen's desk.

"Yeah." Michelle spoke, "Then we talked about sex."

Cindy groaned as she looked around "Someone is going to hear us and think we are like... Floozies or something."

"If they think that, I will just beat them up. They would be wrong anyway." Michelle said, leaning back into her chair "Don't worry ladies, I, your much taller Knight in Shining Armor am here to protect you all."

"You? Protect me?" Asked yet another new voice with a slight Sokovian accent.

"Sup, red. Nice to see you." Michelle nodded to Wanda Maximoff.

"Psh, I don't think you could even beat up Tiny!" Chuckled Felicia.

"I could take on anyone in this school." Michelle cracked her knuckles "And you can quote me on that."

"Well, anyway, what lunch do you all have?" Asked Mary Jane.

"I've got fourth," Cindy claimed after looking at her slip.

"Me too," Michelle said.

"Great! All of us have Fourth Lunch! This will be so much fun!" Gwen smiled.

"Do you all want to play a game while we wait? There is still like Half an Hour until-" Betty paused as she sat down next to Gwen.

The other girls looked at her and noticed her staring.

"What is up with blondie?" Asked Felicia the White Haired girl who had the biggest chest in their school, teachers included.

"Is she drooling?" Asked Mary Jane.

"I see what she is drooling over." Wanda smirked, "Or more accurately, who she wants to be drooling over."

"I swear, Ned! It isn't funny! I haven't seen him in Years and here he came like a nice friend with a smoothie for me and everything and I bumped into him and it spilled all over my jacket!"

"It was hilarious!" Edward "Ned" Leeds' voice came from the door and the group of girls turned to stare at who was walking in.

"I mean, it is kinda funny, mate." A voice which was new to the Students of Midtown drawled.

"Come on, Harry! It was so embarrassing! That was my favorite blue sweater! And now all I have to wear is a T-Shirt!" Came the voice of the top-ranked student in the school.

Harry Osborn, the son of a Multi-Billionaire walked in ruffling the perfectly-combed hair of the slightly younger boy. Peter Parker was standing next to Harry and Ned.

"Come on, Pete! It isn't a big deal! I will buy you a new jumper! It's not like you don't own a dozen of your dorky sweaters!"

"Hey, they aren't dorky!" He complained and he froze, his senses feeling eyes on him.

Standing up, he was Three Inches shorter than Harry Osborn who was almost Five Foot Eleven. He knew that people were looking at him.

Michelle had to agree with Betty's assessment as she looked over the God of a dork in the middle of two idiots.

There, in the doorway, standing next to a Billionaire's son was Peter Parker, the nerd. Everyone thought of him as nerdy and weak. But right then, their thoughts weren't on that. Those who had been sitting in the class, including the Teacher himself, stared at the Seventeen-Year-Old male's visible skin.

He wore a Pitch Black skin tight shirt which showed off an impressive Figure much unlike his usual baggy attire. His V like Shoulder to Waist ratio was unholy in the way his body was contorted to fit in the door with Harry's arm wrapped around his neck.

He wore simple Blue Jeans and a beat up pair of Converse. That was it, but his tousled hair which Harry had caused to be released from its normally over-gelled state into a wild and curly mess made him look all the more natural.

His face was smiling much unlike his usual mask of emotionless which was only ever broken when he was talking to Ned or in one of his favorite extra-curricular which Michelle had noticed were Robotics and Decathalon as his favorites, Debate and Mathletes after that followed by Chess, Marching Band, Rocketry, NHS, then his least favorite Student Council which he had been voted the Historian.

Michelle was class President, Gwen was Vice-President, Cindy was the Treasurer, Felicia was the Secretary, and Peter was the Historian. The only male in any position of power.

Pete was great at taking pictures.

That was one of the facts that she had picked up on over the years, and that is why she nominated him. He was astoundingly great at it and had actually built his own custom camera.

But enough about her obsessio-no, she was just observative.

Michelle stared at him and the longer she looked the more she realized how screwed she was going to be if he was in more than one of her classes this year. Peter was the reason she considered herself Bi and not a lesbian, and now here he is looking like a muscular snack. She had liked the dork before she realized his biceps had more definition than a dictionary. She had liked the midget before his jawline was sharper than a knife. And she had had feelings beginning in their Freshman year when she first met the loser when his nerdy ass had talked to her about the philosophy of the book she was reading.

She had very few friends, so why did they all have to be such hot pieces of ass?

She noticed Peter's body language freeze up and saw his eyes sweep over the room and she couldn't help but notice his self-conscious facial expression as everyone was staring at his arms.

His arms, she realized just then, were covered in more scar tissue than her dad had on his entire body and he had been a soldier, spy, and the director of SHIELD. How the fuck had such a cinnamon roll adorable little thing like Peter get scars like THAT!?

And then she realized, she had never seen him without long sleeves. Not even in P.E. He wore sweaters and when the coach asked, he said he was always just cold. And everyone accepted that.

Perhaps the damage was older than she realized and she had just never noticed.

But Michelle counted a few dozen before Peter did his best to hide his scars by crossing his arms over his chest which only served to flex his impressive muscles.

Michelle thought she heard some of her little friend group swoon as his arms bulged in just the right way. She had to admit, her heart rate increased too, but why were those bitches drooling at him like that?

Even Wanda, who was close friends with Peter since she came last year was staring at him with what seemed to be a shocked attraction.

Michelle shook her head and gained back her brain functions enough to hit the girls who were getting weird.

"One sec, Harry, I am going to make a call real quick. Could you and Ned grab me a seat, anywhere is fine."

"Sure, mate," Harry smirked and went over to Michelle's group to flirt with Felicia while throwing his own bag next to a chair and Peter's on the one behind it.

He had placed the simple Grey backpack, the seat reserved for Peter, directly next to Michelle and sank into the seat which he had placed his bag next to, half-way between leering and conversing with the group of girls. Ned gave them a half-hearted shrug and sat in front of Harry, awkwardly messing with his phone.

Michelle realized that he would be taking their attention so she simply listened to them talk rather than engage in conversation.

Just outside the door, she heard Peter's voice say something like "Sunny initial launch code Fifty Three. What? Yes, I know. No, you idiot, the grey is fine. Uh... Don't be seen. Yes, come quick. No! No! Jet fuel is not required yet. Just be fast."

"So how do you know Peter?" Asked Cindy.

"Oh, Pete? He and I are childhood friends. He knew me back before his parents..." He left off "And he and I were thick as thieves until I had to move to Europe because my dad is a dick. We kept in contact all that time though. The only time that we ever really talked on the phone was after his Uncle... And then we continued writing letters to each other every week until his Aunt..." He broke off the conversation again looking at Ned "And then we met up again after the whole ordeal with ah... uhm-" He paused again and said "And then we met again in Japan when he was working on... A project. And then I told him I was moving back to New York and he told me that we would be going to the same school. Over the summer he Ned and I hung out a lot at the Park and just connected like bros, you know?"

"You seem to have left out like... The entire story." Betty said.

"Well, it is Peter's life..."

"Sorry about that!" Peter called walking in. He put his phone in his pocket and somehow, he had a grey NASA hoodie.

He threw his hands into the air and slid it on. What he didn't realize was that his shirt rode up when he did that, revealing his stomach.

The air in the room became lighter as all of the girls and the guys in shock witnessed something none had expected.

Peter Parker was ripped.

His abdominal muscles were perfectly defined and his stomach was flat but he had washboard abs which also had some scars over them. Michelle's mind seemed to be going places which she did not permit as she got a glimpse of him.

"Dude! How did you get abs?" Asked Harry once Peter had gotten the hoodied on completely.

"Wh-What?" He stuttered.

"I mean your stomach. I didn't notice with all those layers of clothes you wear, but you honestly have like, an Eight Pack, right, man? Who is your trainer?"

"I-ah, I don't have a trainer."

"You got that on your own? Damn, you must be a complete gym rat. What is your calorie intake daily?" Asked the Rich Teen.

"Um... More than is probably healthy or advisable." He said, his entire face was flustered.

"Is that why you always have little snacks in all of our classes? Because you work out?" Came a voice which caused everyone to turn and look at her.

"M-Michelle?" Peter squeaked.

"Call me MJ, Peter, didn't I tell you that last year after I was voted Captain?" She said forcefully.

"O-Oh, um, yeah. Sure, MJ." He said before his face cleared and his mask was back "I um, don't really work out in traditional ways, so I am always a bit peckish, and I get... Ownery if I don't get enough to eat."

"Peter, I have never seen you get mad. Let alone angry at other people, you couldn't harm a fly if you tried." Scoffed Betty.

The Brunette looked offended at that. His Brown eyes flashed for a second at the challenge. Michelle could have sworn she saw those rubies before but she couldn't place it before they disappeared. He was back to normal Peter Parker. But she knew, before he had stopped, he seemed as if he was about to do something, but then, he grimaced and recoiled, his eyes changing to a lighter brown and his face slackening before his mask was back in place.

'What was that?' Michelle thought 'I definitely want to see more of THAT Peter, but why did he stop himself?'

"Ye-Yeah, Betty might be right. I don't really like violence." Peter stuck his fists into his pockets.

"Nah, you should have seen it! Just this morning, Pete decked this dude in some alley trying to mug some woman. He was trying to snatch this chick's purse when Ned, Pete, and I were walking past and before I knew it, Pete was gone! He just disappeared and next thing I knew Six Foot Three White dude crumpled to the ground!" Harry exclaimed.

Peter's face was in his chest as he looked at his feet "Harry, I told you not to tell anyone! It is embarrassing and everyone will think I am violent or able to fight or something now."

"But it is true." Ned jumped in "You did punch the guy pretty hard, Peter."

"Penis Parker?" Flash asked walking into the room with every ounce of dickwad written on his face "He couldn't land a punch if he had ten second to aim and a whole five minute to 'calculate the velocity' or whatever the fuck his ass needs to actually act like a human."

"No cussing." The teacher said, ever so helpfully.

"Don't talk about Peter like that, Shit Stain," Harry said dangerously "I bet he could wipe the floor with you!"

"Hey, hey, hey!" Peter whisper yelled in warning "No! No, I am not going to wipe the floor with anyone. Sit down, please, Harry!" He begged, "Right now is not the time to mess with-"

"Yeah, right. And who the hell are you supposed to be? I am Flash Thompson." Spoke Peter's longtime bully proudly.

"Harry Osborn, that's who, and I am well aware of you, son of actress Diane Thompson and the worker Michael Thompson... I am pretty sure he works at OsCorp, doesn't he?"

"Yeah, he is the-" Flash's face contorted and he froze "Whatever, man, you can go suck off Penis Parker or whatever back there!"

Michelle watched the ever-growing exasperation on the aforementioned boy's face as he tried to shrink into the corner of the room. He took notice of her staring and sighed "I am counting on you to not promote me in any fist fights. I think you are one of my few friends who wouldn't support me being thrown to the wolves of violence."

Michelle gave him an evil smirk and leaned over to whisper so Ned and Harry couldn't hear her response "I don't know, Peter, it sounds like you can handle yourself pretty well according to your best buddies thing one and thing two."

She reveled in how Peter shivered at her whispering tone so close to his ear. She had noticed over the Three years of knowing him that Peter had a thing with his ears being over sensitive. He had great hearing and she had gotten him to moan once at a house party by blowing on his ear after sneaking up on him.

But to her shock, the attractive and usually shy boy leaned back and tried to whisper in her ear. He was too short, however, and his breath traveled over her neck and throat instead when he spoke in a deep rumbling tone she had never heard escape his pretty mouth "Well, at least you think highly of me. What more could I ask for?"

She involuntarily smirked and felt herself heat up as he pulled away. Her Hazel eyes met his and for whatever reason, his gaze looked darker than she had ever seen and she realized at that moment she desperately hoped she didn't have the goofball in all of her classes. But at the same time, she prayed that she did.

As the teacher stood to get the students to pay attention, she turned away from her longtime crush and sighed before closing her book. She leaned into her hand and whispered, knowing he wouldn't hear what she was about to say.

"Anything you asked for, anything at all."

She didn't notice his knee jerk reaction, but Harry and Ned who had been looking at him in wonder sure did and were looking at him oddly wondering why his face was scarlet.


End file.
